1. |
Hold
a Board of Directors' meeting to adopt and approve the proposed
liquidation of the company and to fix the dates for two separate
General Meetings of the shareholders to consider the issue. Any
of the directors or a person authorized by the directors may issue
notices calling for such shareholders' meetings, unless required
otherwise by the Articles of Association of the company. |
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2. |
Hold
the first General Meeting of the shareholders to adopt a special
resolution to liquidate and dissolve the company. A liquidator and
an auditor shall be appointed by the meeting for such purpose. |
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3. |
Hold
the second General Meeting of the shareholders to confirm the special
resolution adopted in the first meeting. The second meeting must
be held not less than fourteen days and not more than six weeks
from the date of the first meeting, unless a longer notice period
is required by the Articles of Association of the company. |
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4. |
Place
two successive advertisements in a local newspaper announcing the
liquidation of the company to alert creditors (if any) so they can
make a claim for debts owed to them by the company. |
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5. |
Send
to all creditors a letter by registered mail requesting them to
file a claim for debts owed to them by the company. |
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6. |
File
the relevant application documents together with copies of the special
resolutions with the Company and Partnership Registration Office,
Commercial Registration Department, Ministry of Commerce, within
fourteen days from the date of the second shareholders' meeting. |
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7. |
The
appointed auditor must prepare and certify the financial statements
(Balance Sheet and Accounts) as of the date of dissolution. The
date of such financial statements must be the date of the second
shareholders' meeting (i.e., the confirming meeting). |
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8. |
Hold
a shareholders' meeting to approve the financial statements for
submission to the Ministry of Commerce. |
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9. |
Submit
a report of the liquidator every three months to the Ministry of
Commerce. This obligation shall continue until completion of the
liquidation process. |
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10. |
Once
the liquidator has cleared the assets and liabilities and has called
on debtors for payment of debts to the company, the liquidator must
call a final meeting of the shareholders to approve the final liquidation
of the company. The minutes of the meeting shall be submitted to
the Ministry of Commerce within fourteen days from the date of the
meeting. |
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11. |
Submit
application to the Thai Revenue Department for liquidation of the
company and return the original Value Added Tax Certificate and
original Tax Identification Card in the name of the company. |
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12. |
Once
the Revenue Department grants approval, the liquidator shall notify
and submit a copy of such approval to the Ministry of Commerce in
order to obtain final approval from the Ministry. |
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13. |
The
liquidator has the duty to deposit all the company's books of accounts
with the Registrar's office, where they shall be kept for ten years
counting from the date of final approval of the liquidation. (In
practice, the Ministry does not keep the books of accounts. Instead,
it asks the liquidator to keep the books and notify the Registrar
of such fact by letter.) |